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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
June 29, 2023
FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
(Exact name of registrant as specified
in charter)
Maryland |
000-25043 |
22-1697095 |
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
505 Main Street,
Suite 400, Hackensack, New Jersey |
07601 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (201) 488-6400
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
FREVS |
OTC Pink Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 7.01 Regulation FD Disclosure
On June 29, 2023, First Real Estate Investment Trust of New Jersey, Inc.
(“FREIT”) acknowledged receipt of K Corp Acquisitions LLC’s unsolicited, nonbinding expression of interest in acquiring
FREIT.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Registrant’s press release dated June 29,
2023
Forward-Looking
and Cautionary Statements
This current report on Form 8-K may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements
can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,”
“intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,”
“should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of
or indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by
discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and
uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or
methods which may be incorrect or imprecise and we may not be able to realize them. The following risks and uncertainties, among others,
could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not
limited to: industry and economic conditions; FREIT’s ability to satisfy the conditions to closing and complete the proposed transaction;
FREIT’s dependence upon its external manager to conduct its business and achieve its investment objectives; unknown liabilities
acquired in connection with acquired properties or interests in real estate-related entities; general risks affecting the real estate
industry and local real estate markets (including, without limitation, the market value of FREIT’s properties, potential illiquidity
of FREIT’s remaining real estate investments, condemnations, and potential damage from natural disasters); the financial performance
of FREIT’s tenants; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect the Trust
and its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations in the consumer price index;
risks associated with FREIT’s failure to maintain status as a REIT under the Internal Revenue Code of 1986, as amended; and other
additional risks discussed in FREIT’s annual report on Form 10-K for the fiscal year ended October 31, 2022. FREIT expressly disclaims
any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. |
|
(Registrant) |
|
|
|
|
|
By: |
/s/
Robert S. Hekemian, Jr. |
|
|
Robert S. Hekemian, Jr. |
|
|
President and Chief Executive Officer |
Date: June 29, 2023
First Real Estate Investment Trust of New Jersey,
Inc. acknowledges receipt of Kushner’s unsolicited, non-binding expression of interest in acquiring the Company
HACKENSACK, NJ, June 29, 2023/…First
Real Estate Investment Trust of New Jersey, Inc. (the “Company”) today announced that on June 27, 2023, its Board of Directors
(the “Board”) received a letter from K Corp Acquisitions LLC (“K Corp”), a Kushner company, indicating a non-binding
expression of interest in acquiring the Company. The letter was released by K Corp to the public on the same date.
As previously disclosed by the Company, litigation
between the Company and certain of its affiliates and Sinatra LLC, a Kushner company, is pending in the Appellate Division of the New
Jersey Superior Court.
Consistent with its fiduciary duties, the Board will
evaluate the letter with the best interests of all of the Company’s stockholders in mind. The Company’s stockholders do not
need to take any action at this time.
Forward-Looking and Cautionary Statements
This Company release may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements
can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,”
“intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,”
“should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of
or indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by
discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and
uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or
methods which may be incorrect or imprecise and we may not be able to realize them. The following risks and uncertainties, among others,
could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not
limited to: industry and economic conditions; Company’s ability to satisfy the conditions to closing and complete the proposed transaction;
Company’s dependence upon its external manager to conduct its business and achieve its investment objectives; unknown liabilities
acquired in connection with acquired properties or interests in real estate-related entities; general risks affecting the real estate
industry and local real estate markets (including, without limitation, the market value of Company’s properties, potential illiquidity
of Company’s remaining real estate investments, condemnations, and potential damage from natural disasters); the financial performance
of Company’s tenants; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect the Trust
and its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations in the consumer price index;
risks associated with Company’s failure to maintain status as a REIT under the Internal Revenue Code of 1986, as amended; and other
additional risks discussed in Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022. Company expressly
disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
First Real Estate Investment Trust of
New Jersey, Inc. is a publicly traded (over-the-counter – symbol FREVS) REIT organized in 1961.
Its portfolio of residential and commercial properties are located in New Jersey and New York, with the largest concentration in northern
New Jersey.
For additional information, contact Stockholder
Relations at (201) 488-6400
Visit us on the web: www.freitnj.com
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